SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
GOLDEN BEAR GOLF, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
380975102
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(Cusip Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
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CUSIP NO. 380975102 13G PAGE 2
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD P. BELLINGER
2 Check the appropriate Box if a Member of a Group (a) [X]
(SEE INSTRUCTIONS) (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFI-
CIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 120,000
PERSON
WITH 8 SHARED DISPOSITIVE POWER
573,600
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
693,600
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP NO. 380975102 13G PAGE 3
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BARBARA B. NICKLAUS
2 Check the appropriate Box if a Member of a Group (a) [X]
(SEE INSTRUCTIONS) (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFI-
CIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 8 SHARED DISPOSITIVE POWER
573,600
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,600
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item 1(a). NAME OF ISSUER.
The name of the issuer is Golden Bear Golf, Inc. (the
"Issuer").
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
The address of the Issuer's principal executive
office is 11780 U.S. Highway One, North Palm Beach,
Florida 33408.
Item 2(a). NAME OF PERSON FILING.
This report is being filed by Richard P. Bellinger
and Barbara B. Nicklaus (collectively, the "Reporting
Persons").
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE.
The principal business address of each of the
Reporting Persons is 11780 U.S. Highway One, North
Palm Beach, Florida 33408.
Item 2(c). CITIZENSHIP.
Each of the Reporting Persons is a citizen of the
United States of America.
Item 2(d). TITLE OF CLASS OF SECURITIES.
This report covers the Issuer's Class A Common Stock,
par value $.01 per share (the "Class A Common
Stock").
Item 2(e). CUSIP NUMBER.
380975102
Item 3. Not applicable.
Item 4. OWNERSHIP.
(a) As of December 31, 1996, the Reporting Persons
may be deemed to be the beneficial owners of 573,600
shares of the Issuer's Class B Common Stock, par
value $.01 per share (the "Class B Common Stock" and,
together with the Class A Common Stock, the "Common
Stock"), as follows: (i) 114,720 shares of Class B
Common Stock held indirectly as co-trustees of the
Jack W. Nicklaus, II Trust; (ii) 114,720 shares of
Class B Common Stock, held indirectly as co-trustees
of the Steven Nicklaus Trust; (iii) 114,720
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shares of Class B Common Stock, held indirectly as
co-trustees of the Nancy J. Nicklaus O'Leary Trust;
(iv) 114,720 shares of Class B Common Stock, held
indirectly as co-trustees of the Gary T. Nicklaus
Trust; and (v) 114,720 shares of Class B Common
Stock, held indirectly as co-trustees of the Michael
S. Nicklaus Trust (collectively, the "Nicklaus Family
Trusts").
As described in greater detail below, each
share of Class B Common Stock is convertible at the
option of the holder into one share of Class A Common
Stock. Accordingly, for purposes of this filing, the
Reporting Persons will be deemed to beneficially own
of an aggregate of 573,600 shares of Class A Common
Stock in their respective capacities as co-trustees
of the Nicklaus Family Trusts.
In addition, as of December 31, 1996,
Mr. Bellinger beneficially owned 120,000 shares of
Class A Common Stock which are held by him directly.
Mrs. Nicklaus disclaims beneficial ownership of all
shares of Class A Common Stock held directly by Mr.
Bellinger.
The Nicklaus Family Trusts are parties to a
Shareholders' Agreement (the "Family Shareholders'
Agreement"), dated August 6, 1996, with Mr. Nicklaus
which, among other things, grants Mr. Nicklaus the
right to vote all shares of Class B Common Stock held
by the Nicklaus Family Trusts in Mr. Nicklaus'
discretion on any and all corporate matters on which
the Nicklaus Family Trusts would be entitled to vote.
The Family Shareholders' Agreement also contains
certain limitations on the transfer of shares of
Class A Common Stock and Class B Common Stock. Each
party to the Family Shareholders' Agreement,
including the Reporting Persons in their respective
capacities as co-trustees of the Nicklaus Family
Trusts, has granted to the other parties a right of
first offer to purchase any shares of Common Stock of
such party in the event such party intends to sell to
a person (or group of persons) who is not a
"Permitted Transferee," as that term is defined in
the Issuer's Articles of Incorporation, except in
certain circumstances, such as sales in underwritten
public offerings or sales made in compliance with
Rule 144. Certain of the shares of Class B Common
Stock owned by certain Nicklaus Family Trusts are
pledged to Mr. Nicklaus to secure loans made by Mr.
Nicklaus to such trusts. The Nicklaus Family Trusts
are further prohibited from selling, disposing or
otherwise transferring any such shares for a period
of two years ending June 1998.
Mr. Bellinger pledged all of the shares of
Class A Common Stock held by him directly to Mr.
Nicklaus as collateral to secure certain loans made
by Mr. Nicklaus to Mr. Bellinger. Mr. Bellinger also
entered into a Shareholders' Agreement, dated August
6, 1996, with Mr. Nicklaus and the Issuer (the
"Management Shareholders' Agreement"), pursuant to
which he assigned to Mr. Nicklaus the right to vote
all of such shares in Mr. Nicklaus' discretion until
such shares are sold or transferred to a third party.
The Management Shareholders' Agreement also prohibits
Mr. Bellinger from selling, disposing or otherwise
transferring any such shares for a period of two
years ending June 1998.
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(b) Each share of Class B Common Stock is convertible
at the option of the holder into one share of Class A
Common Stock and is automatically converted into one
share of Class A Common Stock upon transfer to a
person who is not a Permitted Transferee. Assuming
conversion of all such shares of Class B Common Stock
beneficially owned by the Reporting Persons, Mr.
Bellinger would beneficially own 693,600 shares of
Class A Common Stock, which would constitute 20.9% of
the number of shares of Class A Common Stock
outstanding, and Mrs. Nicklaus would beneficially own
573,600 shares of Class A Common Stock, which would
constitute 17.3% of the number of shares of Class A
Common Stock outstanding.
Each share of Class A Common Stock entitles
the holder to one vote on each matter submitted to a
vote of the Issuer's shareholders and each share of
Class B Common Stock entitles the holder to ten votes
on each such matter, including the election of
directors of the Issuer. Assuming no conversion of
any of the outstanding shares of Class B Common
Stock, the 120,000 shares of Class A Common Stock and
the 573,600 shares of Class B Common Stock
beneficially owned by Mr. Bellinger constitute 19.3%
of the aggregate voting power of the Issuer, and the
573,600 shares of Class B Common Stock beneficially
owned by Mrs. Nicklaus constitute 18.9% of the voting
power of the Issuer. However, as described in greater
detail below, the Reporting Persons do not possess
any voting power with respect to any of the shares of
Common Stock held by them.
(c) The Reporting Persons do not possess any voting
power with respect to the 573,600 shares of Class B
Common Stock held by them indirectly as co-trustees
of the Nicklaus Family Trusts. Mr. Bellinger does not
possess any voting power with respect to the 120,000
shares of Class A Common Stock held by him directly.
The Reporting Persons share dispositive power among
themselves with respect to the 573,600 shares of
Class B Common Stock held by them indirectly as
co-trustees of the Nicklaus Family Trusts. Mr.
Bellinger possesses sole dispositive power over the
120,000 shares of Class A Common Stock held by him
directly.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
The beneficiaries of the Nicklaus Family
Trusts have the right to receive or the power to
direct the receipt of dividends from, or the proceeds
from the sale of the shares of Class B Common Stock
owned by the Nicklaus Family Trust of which such
person is the beneficiary. As described in greater
detail elsewhere herein, the Nicklaus Family Trusts
are subject to the Family Shareholders' Agreement and
certain of the
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shares of Class B Common Stock held therein have been
pledged to the Reporting Person.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
The members of the group filing this Schedule 13G are
Mr. Bellinger and Mrs. Nicklaus.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATION.
Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
/s/ RICHARD P. BELLINGER
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Date: February 14, 1997 Richard P. Bellinger
/s/ BARBARA B. NICKLAUS
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Date: February 14, 1997 Barbara B. Nicklaus
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